HomeMy WebLinkAboutExhibit 1Amended and Restated Partial Modification of Restriction Deed No 19447-F
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r:FP4 2011F:0E24291 OR OK 27515 Pss 3675 — 365'3; (24ass)
RECORDED 09i16/2O11 13: 4t:19
HA VEY RUVINt CLERK. OF COURT,. rIIAMI—DARE COUKTYr FLORIDA
BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT
TRUST FUND OF THE STATE OF FLORIDA
AMENDED AND RESTATED PARTL4L MODLL 1CATION OF RESTRICTIONS
DEED NO. 19447-F
KNOW ALL MEN BY THESE PRESENTS: That
WHEREAS, the BOARD OF TRUSTEES OF THE INTERNAL LMPROVEN NTT
TRUST FUND OF TEE STATE OF FLORIDA ("BOARD OF TRUSTEES"), is by Section
253.03, Florida Statutes, authorized and empowered to modify restricted uses for certain lands
under the terms and conditions set forth herein; and
WHEREAS, the BOARD OF TRUSTEES conveyed to the City of Miami ("CITY")
certain lands more particularly described in Deed No. 19447, recorded in Deed Book 3130,
Page 257, Public Records of Miami -Dade County, Florida (the "Deed"); and
WHEREAS, the Deed contains the following restictions (the "Original Restrictions"):
PROVIDED, HOWEVER, anything herein • to the contrary
notwithstanding, this •deed is given and granted upon the express condition
subsequent that the Grantee herein or its successors and assigns shall never sell or
convey or lease the above described land or any part thereof to any private person,
firm or corporation for any private use or purpose, it being the intention of this
restriction that the said lands shall be used solely for public purposes, including
municipal purposes and not otherwise.
PROVIDED, FURTHER, anything herein to the contrary notwithstanding,
this deed is given and granted upon the further express condition subsequent that
the Grantee herein or its successors or assigns shall not give or grant any license
or permit to any private person, firm or corporation to construct or make by any
means, any islands, fills, embankments, structures, buildings or other similar
things within or upon the above described lands or any part thereof for any private
use or purpose, as distinguished from any public or municipal use or purpose.
It is covenanted and agreed that the above conditions subsequent shall run
with the land and any violation thereof shall render this deed null and void and the
above -described lands shall, in any event, revert to the Grantors or their
successors.
WEEREAS, the BOARD OF TRUSTEES approved a modification of the Original
Restrictions on June 24, 2004, and executed and delivered an instrument entitled "Partial
Modification of Restrictions" on March 2, 2005, and same was recorded on March 18, 2005, in
Official Records Book 23181, Page 775, Public Records of Mi i-Dade County, Florid; , ry
MJADOCS 5570952 2
WHEREAS, the CITY is still desirous of leasing that portion of the lands conveyed to the
CITY by the Deed which is described in Exhibit "A", attached hereto and made a part hereof (the
"Property"), to Flagstone Island Gardens, LLC, a Delaware limited liability company
("FLAGSTONE"), to allow for the construction and operation of a public and private
commercial, marina, and mixed use, waterfront development, including any and all uses
permitted under the Ground Lease, as defined below (as a whole or in phases, the
"Development"),. and in order to accomplish the same, it is necessary that the Original
Restrictions be modified by the BOARD OF TRUSTEES; and
WHEREAS, the Development is still in the public interest because it will convert the
Property from a sparse, unimproved field to a location that will contain cultural, scenic, and
recreational values that. will benefit the publicwhile at the same time retaining 60% of the
Development as open space in the form of gardens, walkways, and a waterfront promenade
available to residents and visitors for cultural and recreational activities; and
VvREAS, in furtherance of the public interest, the Development will still also aid
tourism, provide training and employment opportunities to residents, and generate significant tax
revenue for the CITY, Miami -Dade County and the State of Florida; and
WI-MREAS, the BOARD OF TRUSTEES, the CITY and FLAGSTONE desire to amend
and restate the Partial Modification of Restrictions on the terms set forth in this Amended and
Restated Partial Modification of Restrictions; and
WHEREAS, the BOARD OF TRUSTEES approved this Amended and Restated Partial
Modification of Restrictions on August 16, 2011; and
WIEREAS, the CITY approved this Amended and Restated Partial Modification of
Restrictions effective as of September 15, 2011.
NOW THEREFORE, for and in consideration of the foregoing recitals and of the mutual
covenants, terms, and conditions herein contained, and other good and valuable consideration,
the BOARD OF TRUSTEES, the CITY and FLAGSTONE hereby completely mend and restate
the Partial Modification of Restrictions as follows:.
1. Consent to Development and Ground Lease. Provided that the CITY and
FLAGSTONE satisfy their respective obligations set forth in Paragraphs 2 and 3 below
and subject to termination in accordance with the provisions of this Amended and
Restated Partial Modification of Restrictions, the Orifinal Restrictions and Partial
Modification of Restrictions are hereby modified to permit, and the BOARD OF
TRUSTEES hereby consents to, the following: (i) the leasing of the Property or parts
thereof by the CITY to FLAGSTONE pursuant to the ground lease or leases between the
CITY and FLAGSTONE (the "Ground Lease," which term shall include Exhibit "A" to
the Ground Lease and any amendments made in accordance with the express terms of the
Ground Lease); (ii) FLAGSTONE's use of the Property for the development,
construction and operation of the Development (iii) the grant of any easements and/or
license agreements which are necessary or appropriate for pre -development work related
to the Development, such as utility relocation and access related to the Development and
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Amended and Restated Partial Modification of Restictions
Deed Restriction No. 19447-F
MIADOCS 5570952 3
which are necessary or appropriate for such construction or operation of the
Development, and continued access related to the Development, all upon the Property or
within the areas described in Exhibit "B", .attached hereto and,made a part hereof (the
`Basement Areas"), and (iv) that certain Amended and Restated Agreement to Enter into
Ground Lease between the CITY and FLAGSTONE effective as of September 15, 2011
(the "Agreement to Enter"), a copy of which has been provided to the Division (defined
below). In the event that (i) FLAGSTONE and the CITY are contemplating any material
modifications to the Ground Lease and/or the Agreement to Enter, FLAGSTONE and the
CITY agree to discuss such proposed modifications with the Division (defined below)
contemporaneously with any discussions on the proposed modifications between
FLAGSTONE and the CITY, and (ii) any material amendments to the Ground Lease
and/or the Agreement to Enter must first receive prior approval by the BOARD OF
TRUS 1'hES at a regularly scheduled meeting.
2. FLAGSTONE's Obligations.
(a) Payments. Until the Development is completed or October 1, 2021,
whichever occurs first ("Takeover Date"), FLAGSTONE shall make payments to the
BOARD OF TRUSTEES, on a semi-annual basis, in an amount equal to 15% of the
amount it pays to the CITY under the Agreement to Enter and the Ground Lease(s)
pursuant to the rent schedule set forth on Exhibit "A" to City of lvliami Resolution R-10-
0402, adopted September 23, 2010 (the `Resolution").. FLAGSTONE shall make these
semi-annual payments to the BOARD OF TRUSTEES on January 1 and July 1 of each
• calendar year. Each payment shall be in an amount equal to 15% of the sums paid by
FLAGSTONE to the C11Y during the prior six (6) months, except for the first semi-
a-mual payment which may be based on less than six (6) months of payments if less than
six (5) months have elapsed since commencement of payments to the CITY.
Notwithstanding the foregoing, the first payment by FLAGSTONE to the BOARD OF
TRUSTEES under this Amended and Restated Partial Modification of Restrictions shall
be in the amount of 15% of the amount of the first payment (the "First Payment") to be
made by FLAGSTONE to the CITY on or before September 29, 2011, and shall be made
on the same date as the First Payment.
(b) Certification. FLAGSTONE certifies to the BOARD OF TRUSTEES as
follows: (i) FLAGSTONE is not the subject of a pending banss-uptcy proceeding;
(ii) FLAGSTONE is current with regard to all state and local tax payments for which it is
responsible; and (iii) FLAGSTONE has executed an affidavit dated August 4, 2011,
regarding undischarged judgments. Any breach of a statement in that affidavit or of the
certifications in this paragraph shall constitute a default by FLAGSTONE under this
Amended and Restated Partial Modification of Restrictions.
(c) Discharge of Judgments. FLAGSTONE shall either discharge all
undischarged judgments identified in the affidavit required.in Paragraph 2(b)(iii) above
or deliver to the Miami -Dade County Clerk of the Courts' Registry on or before January
17, 2012, to be held in an escrow account, an amount not less than 125% of the total
remaining outstanding principal balance of all undischarged judgments identified on
Exhibit "C" attached hereto and made a part hereof. If FLAGSTONE fails to do the
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_Amended and Restated Partial Modification of Restrictions
Deed Restriction No. 19447-F
MRADOCS 5570952 3
foregoing, this Amended and Restated Partial Modification of Restrictions. shall
automatically and immediately terminate and the cure rights provided for in Paragraph 5
below shall not apply. Additionally, FLAGSTONE agrees to comply with the CITY's
requirements in Section 1X, Indemnification/Hold Harmless for City; Discharge of
Existing Liens, Judgments, and Garnishments in Exhibit "A" to the Resolution.
3. CI1'Y-'s and FLAGSTONE's Obligations.
(a) Payments. From and after the Takeover Date, the CITY shall make
payments to the BOARD OF TRUSTEES, on a semi-annual basis, in the amount of 15%
of the total gross rental payments received by the CITY under the Ground Lease
(including, but not necessarily limited to, Base Rent and Percentage Rent, as defined in
the Ground Lease), with the first semi-annual rental payment being made on the 30L° day
of the month in which the CITY receives its sixth month Base Rental payment pursuant
to the Ground Lease, and each subsequent semi-annual payment being made on the 30th
day of each and every sixth month thereafter for as long as the Development remains on
the Property. In no event shall the BOARD OF TRUSTEES receive less than $300,000
during each 12-month period from and after the Takeover Date, regardless of whether the
CITY actually collects Base Rent or Percentage Rent under the Ground Lease.
(b) Permits. The CITY shall insure and guarantee the BOARD OF
TRUSTEES that the CITY shall require FLAGSTONE to apply for and obtain all permits
required by law for the Development.
(c) Financial Audit Reports. Beginning on the date of the CITY's first semi-
annual rental payment to the BOARD OF TRUSTEES as required by Paragraph 3(a)
above, the CITY shall require FLAGSTONE to submit for eachcalendar year, annual
nnancial audit reports to the BOARD OF TRUSTEES which have been completed by an
independent certified public accounting firm in accordance with generally accepted
accounting principles and which certify the accuracy of the semi-annual payments
described in Paragraph 3(a) above.
•
(d) Status Reports Regarding Development. Beginning one year after the
Ground Lease Effective Date (defined below) of this Amended and Restated Partial
Modification of Restrictions, the CITY shall require FLAGSTONE to submit annual
status reports to the Division (defined below) that verify the progress of the proposed
Development. The CITY sball be required to submit such information that the CITY
receives from FLAGSTONE for these annual status reports to the Division until each
phase of the Development has received a certificate of completion. Each such report from
FLAGSTONE shall include a list of all then -existing Curing Parties (defined below).
(e) Completion of Development. The CITY shall require FLAGSTONE to
insure and guarantee that .the Development is completed in the manner contemplated and
required by the Ground Lease (including obtaining applicable permits) within the time
periods set forth in the Ground Lease.
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Amended and Restated Partial Modification of Restrictions
Deed Restriction No. 19447-F
MIADOCS 5570952 3
(f) Improvements to Additional Lands. The CITY shall require FLAGSTONE
to insure and guarantee that any staging area located within the Easement Areas used by
FLAGSTONE pursuant to any easement or license agreement shall, after its usage by
FLAGSTONE, be left in a condition better than its condition when it was delivered to
FLAGSTONE. In addition to the foregoing, the CITY shall require FLAGSTONE to
insure and guarantee that FLAGSTONE will spend no less than S1,000,000.00 on
improvements to (1) an open space of land on the southeast side of Watson Island known
as Southside Park and (2) the Japanese Gardens. Some of these improvements shall
include, but not be limited to, the following: master planning of Southside Park, open air
pavilion or covered support facility, fencing, removal of invasive trees and plants,
underground utilities, park pathways, bicycle and jogging trails,public restroom
facilities, security cameras and/or devices, and parldng area.
(g) Executed Copv of Ground Lease. The CITY shall insure that the BOARD
OF TRUSTEES receives a fully executed copy of the Ground Lease within 30 days of the
execution and delivery of the Ground Lease by the•parties thereto and all subsequent
amendments thereto.
(h) Gamblina. During the term of the Ground Lease and any renewals,
extensions, modifications or assignments thereof, without the express consent of the
BOARD OF TRUSTEES and notwithstanding any contrary provisions that now exist in
the Ground Lease, the CITY and FLAGSTONE shall not permit: (1) casino gambling and
all other forms of gambling on the Property and the Easement Areas and (2) the operation
of or enty onto the Property and the Easement Areas of gambling cruise ships, or vessels
that are used principally for the purpose of gambling, when these vessels are engaged in
"cruises to nowhere," where the ships leave and return to the state of Florida without an
intervening stop within another state or foreign country or waters within the jurisdiction
of another state or foreign county, and any watercraft used to carry passengers to and
from such gambling cruise ships.
4. Termination of BOARD OF TRUSTEES' Anoroval.
(a) Default in the CITY's Obligations. Subject to the notice and cure
provisions set forth in Paragraph 5 below and the unavoidable delays provision set forth
in Parze:mph 6(a) below, the BOARD OF TRUSTEES may terminate the approval set
forth in Paragraph 1 above if any of the CITY's obligations as set forth above in
Paragraph 3 are not performed in a timely manner or FLAGSTONE's obligations set
forth above in Paragraphs 2 and 3 are not performed in a timely manner.
(b) Termination of Ground Lease. Subject to the notice and cure provisions
set forth in Paragraph 5 below, the BOARD OF TRUSTEES may terminate the approval
set forth in Paragaph 1 above if the Ground Lease is terminated in accordance with its
terms and it is not replaced with any new replacement lease(s) expressly provided for by
the Ground Lease or by any Subordination, Non -Disturbance and Attomment Agreement
entered into by any of the Curing Parties; provided, however, this termination right shall
not apply if there are separate ground leases for components of the Development and at
least one such Ground Lease has not been terminated.
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Amended and Restated Partial Modification of Restrictions
Deed Restriction No. 19447-F
3 IAJOCS 5570952 3
(c) Reimposition of Original Restrictions. If the BOARD OF TRUSTEES
terminates this Amended and Restated Partial Mortification of Restrictions, the Original
Restrictions shall automatically and immediately be reimposed on the Property and
Easement Areas.
5. Cure Rights. The BOARD OF TRUSTEES agrees that in the event that the
BOARD OF TRUSTEES or the Division of State Lands, State of Florida Department of
Environmental Protection (the "Division"), determines that a default (a "Default")
described in Paragraph 2(a), 2(b)(ii) or 3(a) above (a "Monetary Default") or Paragraph
2(b)(i), 3(b), 3(c), 3(d), 3(e), 3(f), 3(g) or 3(h) above (a "Non -Monetary Default") has
occurred, the following procedures shall apply:
(a) Notice. The BOARD OF TRUSTEES or the Division shall provide notice
to the CITY or FLAGSTONE (whichever is believed to have defaulted) of any Default,
which notice shall identify the alleged Default. The BO-ARD OF TRUSTEES or the
Division shall send a copy of such notice to each Approved Mortgagee and Major
Subtenant and any association formed to administer the applicable regimes)
("Association(s)") with respect to Approved Time Share Licenses, as such terms are
defined in the Ground Lease, and to the CITY or FLAGSTONE (whichever is not
believed to be the defaulting party) (the Major Subtenants, the Approved Mortgagees,
such Association(s) and the CITY or FLAGSTONE (whichever is not the defaulting
party), each a "Curing Party"). Notwithstanding the foregoing, the BOARD OF
TRUSTEES or the Division shall be required to send a copy of any such notice only to
each party as to which the BOARD OF TRUSTEES or the Division has been notified in
writing of such party's status as a Curing Party. In the event the BOARD OF TRUSTEES
or the Division fails to send a copy of such notice to any such Curing Party, such failure
shall not affect the validity of the Default notice given to any other Curing Party, or the
cure period set forth in Paragraph 5(b) below which. is afforded to such other Curing
Party.
(b) Cure Periods. The BOARD OF TRUSTEES agrees that if the BOARD OF
TRUSTEES determines that the CITY or FLAGSTONE (as applicable) has failed to cure
the Default after being given the opportunity to do so (which determination of the CITY' s
or FLAGSTONE's failure to cure the Default may be made in the sole and absolute
discretion of the BOARD OF TRUSTEES), any Curing Party shall have the opportunity:
(i) to cure any Monetary Default within 60 days from the date the BOARD OF
TRUSTEES sends its notice of Default (the `Default Date"); and (ii) to cure any Non -
Monetary Default within 120 days from the Default Date; provided, however, that if any
Non -Monetary Default cannot, in the exercise of due diligence and good faith, be cared
within such 120-day period, any Curing Party shall have such additional reasonable
period as will enable such Curing Party, with the exercise of due diligence and in good
faith, to cure the Non -Monetary Default; provided further that the cure period for such
Non -Monetary Defaults shall not exceed 24 months from the Default Date (except that if
possession of the Property by such Curing Party is reasonably necessary for such Curing
Party to cure such Non -Monetary Default, the cure period for such Non -Monetary
Default shall not exceed 24 months from the date such possession is obtained, so long as
such Curing Party is diligently pursuing proceedings to obtain such possession).
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Amended and Restated Partial Modincation of Restrictions
Deed Resticnon No. 19447-F
0 OADOCS 5570952 3
6. Miscellaneous.
(a) Unavoidable Delays. The BOARD OF TRUS 1'4ES recognizes that there
may be instances when unavoidable delays may be encountered which are caused by
circumstances beyond the reasonable control of the CITY or any Curing Party and could
not have been overcome by the CiTY'S or such Curing Pariy's due diligence. A filing of
a voluntary petition in banbauptcy or for reorganization or an arrangement pursuant to the
Federal Bankruptcy Code or any similar law, federal or state, now or hereinafter in effect,
or an assignment for the benefit of creditors shall not be considered an unavoidable delay
for purposes of this Paragraph 6(a). In the unlikely event of such an unavoidable delay,
the BOARD OF TRUSTEES agrees to the following procedure: (i) upon occurrence of
any unavoidable delay, the CITY or any Curing Party shall notify the Director of the
Division in writing within 30 days thereafter of the anticipated length and cause of the
delay, the measures taken or to be taken to minimise the delay and the timetable by
which the CITY and/or such Curing Party intends to implement these measures; (ii) the
parties will then enter into discussions to determine the appropriate extension, to allow
the CITY or such Curing Party adequate time to meet the delay or anticipated delay. The
Division, acting on behalf of the BOARD OF TRUSTEES, shall az-ee to extend the time
for performance hereunder for a period equal to the agreed delay from such
circumstances. Such agreement shall adopt all reasonable measures necessary to avoid or
minimize the delay; and (iii) if the parties cannot agree, the Division will provide the
CITY or the Curing Party with notice and an opportunity for a hearing before the
BOARD OF TRUSTEES to determine the amount of time for extension of performance
hereunder. The provisions of this Paragraph 6(a) shall not apply to Paragraphs 2 or 3(a)
above.
(b) Application Onlv to Property and Easement Areas: Ratification. This
Amended and Restated Partial Modification of Restrictions applies only to the Property
and the Easement Areas, and shall not affect or modify the restrictions imposed upon the
other lands described in the Deed which have not previously been waived or modified by
the BOARD OF TRUSTEES. Except .as expressly modified hereby, the terms of the
Original Restrictions and Partial Modification of Restrictions shall remain unchanged in
each and every respect, and the same are hereby ratified, approved and confirmed by the
BOARD OF TRUSTEES and the CITY as of the date of this Amended and Restated
Partial Modification of Restrictions (it being understood that any previous waiver or
modification of the Original Restrictions or the Partial Modification of Restrictions made
with respect to the Property is hereby superseded).
(c) Effective Date. Except for Paragraphs 1(i) and (ii) above, this Amended
and Restated Partial Modification of Restrictions shall be effective upon the mutual
execution and delivery hereof. With respect to the BOARD OF TRUSTEES' 'consent
pursuant to Paragraphs 1(i) and (ii) above, this Amended and Restated Partial
Modification of Restrictions shall be effective only upon the Division's receipt of a copy
of a fully executed Ground Lease and the Division's confirmation that the Ground Lease
is in substantially the same form as the copy of the proposed Ground Lease that is
attached to the Agreement to Enter ("Ground Lease Effective Date").
7
Amended and Restated Partial Modification of Restrictions
. Deed Restriction No. 19447-F
M]ADOCS 5570952 3
IN W11_R'ESS WHEREOF, the BOARD OF TRUSTEES, the Cl'1'Y and FLAGSTONE
have caused this Amended and Restated Partial Modification of Restrictions to be executed on
this 15 day of 5.e ' 2011.
7ritnesses:
Siematare Timess
Iu's 6<•31 \ex-
Printed/Typedl Name of Witn
Signature of Witnets
ss
Printed/Typed Name of Witness
STATE OF FLORIDA
COUNTY OF LEON
BOARD OF TRUSTEES OF THE ]NTERNAL,
T2ROV-EMENT TRUST FUNS OF THE
STATE OF FLORIDA
By. Y,c
mike in' Assistant Director, Division of
State Lands, State of Florida Department of
Environmental Protection, as agent for and on
behalf of the Board of Trustees of the Internal
Improvement Trust Fund of the State of Florida
The foregoing instrument was acimowledged before me this K• day ofS,p efr/2 eL-,--
2011, by Mike Long, as Assistant Director, Division of State Lands, State of Florida Department
of Environmental Protection, as agent for and on behalf of the Board of Trustees of the internal
Improvement Trust Fund of the State of Florida. He 's personally lmown to me.
SEAL
Approved {}s to Form and Legality
By: /i
DEP Attorney d-
Printed/Typed N
ua
°.Yd Avis c: LOC t
Commission DD 818021
•.J Sixpires September 19, 2012
�-- imp r,�,nro��.• =rr--.
Commission Number:
Commission Expires:
8
Amended and Restated Partial Modification of Restrictions
Deed Resiiction No. 19447-F
M.IADocs 5570952 3
APPROVE TO MISURANCE
REQU
By:
vin Ellis, Director of Risk
Management
CITY OF NEAMI, a municipal corporation of the
State of Florida
By:
Jo
Purs
Martine P.E., City Manager
t to Resolution No. .-11-
ATTEST:
By:..i/Zc;Y.('v V��.�, �n ✓,t�
Priscilla A. Thompson
City Clerk
(OFFICLAL SEAL)
APPROVED AS TO FORM AND
CORRECTNESS:
By:
Julie 0. Bra, City Attorney
9,
STATE OF FLORIDA
COUNTY OF ML4MIi -DADE
The foregoing inst:ument was aclmowledged before me this I3" day of �'pf-c",— 1e�
2011, by Johnny Martinez, P.E. as City Manager, and Priscilla A. Thompson, as City Clerk, on
behalf of the CITY OF 1AlvlI, FLORIDA. Each of them is personally known to me or
• produced identification.
Dnd1AE.P22R.a
* ,,= MY COMMISSION: EE 10926
EXPIRES: August 2,2D1S
Bonded Thm No !Y?ublk Underwriter:,
Notaiy Public, State .f ' lorida
Printed/T. ed/Stamped Name
Commission Number:
Commission Expires:
9
Amended and Restated Partial Modification of Restrictions
Deed Restriction No. 19447-F
fl.kDOCS :570952 3
With
Simaature of Witness
ulnA l
Printed/Typed Name of Witness
Signature of Witness
SF v rt/ S Al; )
Printed/Typed Name of Witness
FLAGSTONE ISLAND GARDENS, LLC, a
Delaware limited liability company
By Flagstone Development Corporation, a
Delaware corporation, its manager
By: - 1 . c?'
Met Bayr..'t.. President
STATE OF FLORIDA
COUNTY OF M AMI-DADS
The foregoing instrument was acknowledged before me this 9 day of,
2011, by Mehmet Bayralctar as President of Flagstone Development Corporation, a Delaware
corporation on behalf of the corporation acting as the manager of FLAGSTONE ISLAND
GARDENS, LLC, a Delaware limited liability company, on behalf of the company. He is
personally lazou 1 to me or produced - _ as identification.
NOTARY ?UBLIC•STATE OF TLORMA
Juan Carlos Echeverna
0,51 Commission r EE063267
Expires: FEB, 09, 2015
BONDm? 9 ATLM71C BOhmnG^_C., A'=
yy fublic, State oflorida
Printed/Typed/Stamped Name
Commission Number:
Commission Expires:
10
Amended and Restated Par'ia1 Modif cation of Restrictions
Deed Restriction No. 19447-F
MIADDCS 5570952 3
Exhibit "A"
Legal Description of Lands Conveyed by Deed No. 19447
LEGAL DESCRIPTION (NW QUADRANT: UPLAND PARCEL):
CO1✓ilv1ENCE AT A POINT SHOWN MARKED BY A 5/8" DIAMETER IRON ROD AND CAP STAMPED F.D.O.T.,
SHOWN AS P.T. STA- 25+50 ON THE OFFICIAL MAP OF LOCATION AND SURVEY OF A PORTION OF
SECTION 8706, DESIGNATED AS PART OF STATE ROAD A-1-A IN DADE COUNTY, FLORIDA", PREPARED
BY THE STATE ROAD DEPARTJ✓:E4T OF TSIE STATE OF FLORIDA, AS RECORDED IN MAP BOOK 56 AT
PAGE 71 OF THB PUBLIC RECORDS OF DARE COUNTY, FLORIDA, SAID POINT BEING TILT: POINT OF
TANGENCY OF TIE ORIGINAL CENTER LINE OF THE DOUGLAS MACARTHUR CAUSEWAY RUNNING
EASTERLY AND SOUTE EASTERLY FROM. TEEA. WESTERLY L➢v.TTS (WEST BRIDGE) OF WATSON ISLAND
AS SHOWN ON SHEET 3 OF THE STATE ROAD DEPARTMENT RIGHT-OF-WAY MAP SECTION NO. (8706-112)
87060-2117, REVISED MARCH 25, 1959, SAID MOST NORTHERLY CURVE HAVING A RADIUS OF 1432.69
FEET AND A CENTRAL ANGLE OF 62°00'00'; THENCE SOUTH 59°51'26" WEST DEPARTING RADLALLY
FROM SAID CENTERLINE A DISTANCE OF 957.36 FEET TO A PROJECTED BULKHEAD LINE; THENCE
NORTH 17°12'21" WEST ALONG. SAID BULKHEAD LD4E A DISTANCE OF 238.86 FEET TO THE POINT AND
PLACE OF BEGINNING; T"5NCE NORTH 17°12'21" WEST CONTINUNG ALONG SAID BULICE51AD LDSE A
DISTANCE OF 924.74 FEET TO 1 Ht SOUTHERLY RIGHT-OF-WAY LINE OF STATE ROAD A-1-A - DOUGLAS
MACARTHUR CAUSEWAY; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE THE FOLLOWING
COURSES AND DISTANCES; SOUTH 89°10'55' EAST A DISTANCE OF 72.89 FEET; T}51NCE NORTH 86°39'49"
EAST A DISTANCE OF 67.31. FEET TO NON -TANGENT CURVE CONCAVE TO TIE NORT-1=AST W230SE
PADLAL LNE BEARS NORTH 39°29'18" EAST HAVING A RA.DOUS OF 160.00 FEET AND CENTRAL ANGLE OF
22°0928'; TO NCE ALONG SAID CURVE AN ARC LENGTH OF 61.88 FEET; TI?ENCE SOUTH 72°40'15" EAST
CONTINUING ALONG SAID SOUTII✓RLY RIGHT-OF-WAY LINE A DISTANCE OF 276.49 FEET; TO A CURVE
CONCAVE TO TI1 SOUTHWEST HAVING A RADIUS OF 600.00 FEET AND CENTRAL ANGLE OF 46°17'39';
THENCE ALONG SAID CURVE AN ARC LENGTH OF 484.79 FEET TO A PORTS OF TANGENCY; T'--D;NCE
SOUTH 26'22'36" EAST CONTTDTJING ALONG TIFF.. SOUTHWESTERLY RIG=T-0E-WAY LINE OF STATE
ROAD A -I -A A DISTANCE OF 196.59 FEET; Tr1NCE SOUTH 54°07'39" WEST DEPARTING SAID RIGHT-OF-
WAY LINE A DISTANCE OF 532.16 Intl; THENCE NORTH 35°54'03" WEST A DISTANCE OF 132.74 FEET;
T!-IENCE SOUTH 54°07'39" WEST A DISTANCE OF 150.14 FEET TO THE POINT OF BEGWNLNG.
LEGAL DESCRIPTION (SUBMERGED PARCEL):
COMMENCE AT A POINT, MARKED BY A 5/8" DIAML! LA{ IRON ROD AND CAP STA1v2BD F.D.o.T., SHOWN
AS P.T. STA. 25+50 ON Tom. "OFFICIAL MAP OF LOCATION AND SURVEY OF A PORTION OF SECTION 6706,
DESIGNATED AS PART OF STATE ROAD A-1-A IN DARE COUNTY, FLORIDA," PREPARED BY TFL- STATE.
ROAD DEPARTMENT of TEE STATE OF FLORIDA, AS RECORDED IN 1✓,AP BOOK 56 AT PAGE 71 OF THE
PUBLIC RECORDS OF DADE COUNTY, FLORIDA SAID POINT BEING TEM POINT OF TANGENCY OF THE
ORIGINAL CENTER LINE OF THE DOUGLAS MACARTHUR CAUSEWAY RUNN➢4G EASTERLY AND SOUTH
EASTERLY FROM THE WESTERLY LIMITS (WEST BRIDGE) OF WATSON ISLAND AS SHOWN ON SHEET 3
OF THE STATE ROAD DEPARTMENT RIGHT-OF-WAY MAP SECTION N0. (S706-112) 87060-2117, REVISED
MARCH 25, 1959, SAID MOST NORLHhRLY CURVE HAVING A RADIUS OF 1432.69 FEET AND A CENTRAL
ANGLE OF 62°00'00"; 2751NCE SOUTH 59°51'26" WEST DEPARTING RADIALLY FROM SAID CENTERLINE A
DISTANCE OF 987.36 FF=T TO A PROJECTED BULK:-5AD L1NE; THENCE NORTH 17°12'21" WEST ALONG
SAID BULKIHEAD LINE A DISTANCE OF 238.86 FEET TO Try PONT AND PLACE OF BEGLNNNO; TE�NCE
SOUTH 49°32'57" WEST DEPARTING SAID BULKHEAD LINE A DISTANCE OF 550.92 FEET TO A PONT OF
INTERSECTION OF TIE TURNDIG BASIN LIMIT AS ESTI-BLIS:E D BY U.S. ARMY COR9S OF ENGAGERS
AND POSITIONED BY COORDINATES NORTH 527,678.62 FEET, EAST 926,135.22 FEET (EASE) ON NORTH
A? RICAN DATUM 1983-NAD83) WITH THE NORT15RLY LINE OF ma MU;NII MUN SHIP CtiA1'INEL;
TI-MNCE NORTH 31 °03'50" WEST ALONG THE LBWS OF SAID T-DRND/G BASIN A DISTANCE OF 426.44
FEET TO A POINT OF INTERSECTION WITH TITS EAST RIGHT-OF-WAY LATE OF THE INTRACOASTAL
WATERWAY; THENCE NORTH 03°27'54" WEST ALONG SAID EAST RIGHT-OF-WAY LINE A DISTANCE OF
874.43 FEET TO A POET OF INTERSECTION WITH THE SOUTHERLY RIGHT-OF-WAY I114E OF SAID
DOUGLAS MACARTHUR CAUSEWAY, SAID POINT OF INTERSECTION BEING A POINT ON A CURVE
CONCAVE SOUTHERLY AND HAVING A RADIUS OF 10,716.59 FEET, A RADIAL LINE TO SAID POINT
BEARS SOUTH 01°15'15' EAST; THENCE RUN. EASTERLY FOR 367.46 FEET ALONG THE ARC OF SAID
CURVE A2S'D ALONG SAID SOLITETERLY RIGHT-OF-WAY LINE, T1-5ROUGH A CENTRAL ANGLE OF 02°04'17"
TO A POINT OF TANGENCY; THENCE SOUTH 89°10'55" EAST CONTINUING EASTERLY ALONG TIE SAID
SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 32.06 FEET MORE OR LESS TO A POINT OF
INTERSECTION WITH AN EXISTING BULKHEAD LIIZE; THENCE SOUTH 17°12'21" EAST ALONG SAID
BULIOEEAD LINE A DISTANCE OF 924.74 FEET TO TIE PONT OF BEGINNING.
BSih:c�
DATE:
3/23/ 11
MLADOCS 5570952 2
E-41bit
Legel Dceeiptims of Stsgvg, Dredging Alas
LEG.V. Der..f21PD5N FDR 7ENPORN1' EAsa,rxT .
PORTIONS OF WATSON ISLAND, CTIY OF .1.11.4M1, • LYING WITHIN SECTION 31,
TOWNSHIP' 53 SOUTH, RANGE 42 FAST, MLAMI—OADE COUNTY, FLORIDA.
SONG MORE PARTICULARLY DESCRIBED AS FOLLOWS:•
COMMENCE AT POINT OF TANGENCY STATION 25+50 ON THE CENiER13HE
OF 6616 41 DOUGLIS Mo: ARTHUR MISEWAY (S.R. A-1—A) STATE PR2ECT
SECTION N6. (S706-112) S7050-2117 RIGHT OF WAY V F AS RECD.ROED IN
PLAT BODY.'56 AT PAGE. 71 OF THE PUBLIC RECORDS OF MLAMI DADE COUNT,',
I FLORIDA; THENCE 55751'26'W FOR 252.76 ,FTi . TO A POINT •OH• THE
WESTERLY RIGHT OF .WAY UNE OF*GENERAL• DOUGL S Mac ARTHUR
• CAUSEWAY. (THE Nx FIVE (5) COURSES 'ARE ALJNG- STUD MSTERLY RIGHT OF
WAY LINE), THENCE 526'22'36'E FOR 33.52 ram: THENCE 51T55'22'E EDR
275.61 FEET; THENCE SO4'22'47'E FOR' 261.49 4 TO THE POINT OF
CURVATURE OF A'GRCULAR CURVE TO THE Lcr'7 HAVING A RADIUS OF:190.00
FEET AND A•CENTRAL ANGLE'OF 79'15'21 THENCE SOUTHERLY AND EASTERLY
ALONG THE ARC OF. SAID CURVE AN ARC DISTANCE OF 262.82 8551; THENCE
583'36'OS'E. FOR SLOB FEET TO THE POINT OF BEGINNING OF TEMPORARY
EASEMENT 'A, (THE'NEXT FIVE(5) COURSES ARE .ALONG STUD 'WESTERLY RIGHT
OF WAY of GENERAL DOUGI.AS Moc ARTr1UR CAUSEWAY); THENCE 5E3'36'0E'E
FOR 157.55 Fr. TO THE POINT OF CURVATURE, OF A CIRCULAR CURVE TO '
THE RIGHT HAVING A RADIUS OF. 227.50 FEET AND A CENTRAL ANGLE OF
45'26'5.5', 714986E EASTERLY AN0 SOUTHERLI' ;!10145 THE ARC 'OF SAID CURVE
AN ARC DISTANCE OF 180.5E. F=I TO THE' POINT 0F. REVERSE CURVATURE OF
A CIRCULAR CURVE TO THE LTf HAVING A RADIUS OF 2722.00 FM" AND A
CENTRAL ANGLE OF 10'S3'16', THENCE SOUTHEASTERLY ALONG THE ARC OF
SAID awe AN ARC DISTANCE OF 517.47 FEET; THENCE N43'54'3C'E FOR
26.9E FF—flf TO A POINT ON A CURVE THAT IS CONCAVE TO INF. NORTHEAST
AND HAVING A RADIUS: OF 1975.08 FEhT, SAID CURVE rives N4754317E,
THENCE SDUTHEA.ST°J1L'Y ALONG THE ARC OF SAID CURVE THROUGH A
CENTRAL ANGLE OF G'.43'45', FOR AN ARC DISTANCE OF 25.14 FEET; THENCE
525'01'24"W FOR 115.20 FET: THENCE N64'56'35'W FOR B3a,45 Fr. '
THENCE N25'01'247 FOR 251.11 FEET TO THE POINT OF BEGINNING, '
Book23181/Page783 CFN#2005D267972
Exhibit B
Page 1 of7
Amended and Restated Papal Modifcation of Restiotions
Deed Restric6on No. 19447-F
MIADOOS 5570952 2
Ezhihi:l3.
Legal Dez.iptio0s of Staging, Acues end Dredging }sees
LEGAL. O PT10N FOR 70LPOR<RY E45ru0JT•
' E
PORTIONS OF WATSON ISLAND, CRY• OF MudA, LYING WITHIN SECTION 311
TOWNSHIP 53 SOUTH, 'RANGE 42 EAST, NUM-DADE COUNTY, FLORIDA..
BEING MORE PARTCU.ARLY D:SCRIBEO AS FOLLOWS;
COMMENCE AT POINT OF ;TANGENCY STATION 25+5D ON 71-EI CLNTEREM-c
:OF GENERAL 0O;JOLAS Mac ARTHUR CAUSEWAY (S.R. A-1-A) STATE PROJECT
SECT/ON' No. (6705-112) 67060-2117 RIGHT. OF WAY MAP AS RECORDED IN
PUT BDOJC 56 A7 PAGE •71 OF THE PUBLIC RECOR05 DF MULU DADE COUNTY, •
FLORIDA; THENCE 559'31'26'W 'FOR 252.75 5551 70 A PONE ON THE
WESTERLY RIGHT. OF .WAY LINE OF GENERAL DOUGV,S MoG •ARTHUR
CAUSEWAY, (THE NEXT FNE (5) COURSES ARE ALONG SAID VMSTERL Y
RIGHT OF 'WAY LINE),. THENCE .S2622'36 . FOR 33.52 FEET; THENCE
S1756'22`E FOR 275.61 FEET; THENCE ,504'22'47E FDR 281.44 FEET TO
THE POINT OF CURVATURE OF A CIRCULAR •CURVE .TO THE LEFT HAVING A
RADIUS OF 190.00 FEET AND A CENTRAL ANGLE OF 79'15.21'; THENCE
SOUTHERLY AND EASTERLY ALONG •THE ARC OF SAID CURVE AN ARC DISTANCE
OF 262_82 FEET; THENCE 587'38'06'E FOR 31.58 FEET; THENCE •
52501'24' W- FOR 52.77 FEET TO THE POINT OF BEGINNING OF .TEMPORARY
EASEMENT '6'; THENCE CONTINUE 525'01'24"E FOR 198.34 FEET; THENCE
N64'58'361V FOR 250.00 FEET;. THENCE N25'01'24'E FOR 219.10 EET;
.THENCE 56455'36'E FOR 21.98 FEET 'TO THE PONT OF CURVATURE OF A
CIRCUS CURVE TO•THE RIGHT HAVING A RADIUS OF 25.00 r-EET AND A
CENTRAL ANGLE OF'31'06'467, THENCE' SOUTHEASTERLY ALONG THE ARC OF
SAID CURVE AN ARC DISTANCE' OF 13.59 FEET TO THE POINT OF REVERSE
CURVATURE OF A CIRCULAR CURVE TO THE LET HAVING A RADIUS OF. 240.00
FELT AND A CENTRAL ANGLE OF 49'475D', THENCE SOUTHEASTELY ALONG
THE ARC OF SAID CURVE AN ARC. DISTANCE OF 205.59 FEET; THENCE
S63'38.067E FOR 15,00 FEET TO 'THE P01NT OF BEGINNING,
Book23181/PaOe784 CFN"2OO5O267972
Exhibit B
Page 2of7
Amended and Restated Partial Modification of Restiicrions
Deed Restriction No. 19447-F
M1ADOcs 5570952 2
Ez i1bit B •
Legal Deat-iptio03 of Singing, .AL,,e013 Dre3g,Og Areas
LEW: D-S.11IP'iION FOR TELPORARY EASa(E97 'C'
PORTIONS OF WATSON ISLAND, CITY OF MI5W. LYING WHIN SECTION 31,
TOWNSHIP 53 SOUTH. RANGE 42. EAST, WWI-DADE COUNTY. FLORIDA
"BEING MORE PARTICULARLY 1)ESCR1190 AS FOLLOWS:
COMMENCE AT POINT OF TANGENCY STATION 25+53 ON THE CENTERLINE
DF GENERA. DOUGLAS Mac ARTHUR. CAUSEWAY. (E.R. A-1-A) SATE•PROJECT . •
SECTION No. (5706-112) 6706D-2117 RIGHT OF WAY MA5.AS RECORDED IN
PLAT BOOK 56 AT PAGE 71 OF 7HE PU5UC RFLOR05 OF MIAMI DADE COUNTY,
Fti7.ID4; THENCE 559,'51I26.14 FOR 252.79 FEET i0 A PRINT. ON -THE
WFjrJ4LY RIGHT OF WAY UNE OF GENERAL DDUGIAS Ana ARTHUR •
CAUSEWAY; THENCE N2E'22'3614 ALONG SAID Vl"rSTMLY RICHT OF 'WAY UNE
' FOR 160.21 FEET; THENCE S54'07'39-W FOR 464,19 F557 TD THE POINTOF
BEGINNING OF 70APORARY FASEMENT•'C'; THEN "..E S35'S2'21'E FOR 743.31
FEET; THENCE 543'41'14- FOR 186.59 FEET; THENCE S44'26'41' 'FOR 154•85
TER; THENCE 55214'06'E FOR 61.03 FEET; THENCE 564'55357 FOR 249.86 .
FEET TO A POINT ON :THE •h7DR` AIJ WSrP.LY RIGHT OF .WAY LINE OF
GENERAL DOUOLAS Mac /.RTHUR CAUSEWAY, SAO POINT ALSO BEING ON A •
CURT THAT IS CONCAVE TD THE. NORTHEAST HAVING -A RADIUS OF 190.00
.FE5I, THENCE SOUTHEASTERLY ALONG' THE ART" OF SAID CURVE THgOUGH A
CENTRAL ANGLE OF 1515'21' FOR •AN ARC DISTANCE OF 252.52 FEET;
THENCE S83'38'08'E ALONG SAID WESTERLY RIGHT' OF WAY UNE FOR 31.88
F07; THENCE 525'07:24i4 FOR 52.77 FEET; THENCE NSS36'08 W FOR 15.0D
FcS'T TO THE POINT 'OF CURVATURE OF A CIRCULAR CURT TO THE RIGHT
HAVING A RADIUS OF 240.00 FEET AND A CENTRAL ANGLE OF
49'47'50', THENCE NORTHWESTERLY ALONG THE ARC OF SAID •OURVE AN ARC
DISTANCE OF 205.59 FEET TO THE POINT OF R0670SE CURVATURE OF A
• CIRCULAR. CURVE TO•THE LEFT HAVING A RAb1U5 OF.25.00 FEET AND A
CENTRAL ANGLE OF 31'06'45', THENCE NORTHWESTERLY AWNS, THE MC OF
SAID CURVE AND MC DISTANCE OF 73.59 FE-T7 THENCE N64'56'3611 FOR
232.65 7506; THENCE 42'14'06'W FOR 90.00 FEU; THENCE N44'254119 FOR
165.OD !ELT; THENCE N4252'3114 FOR 114.31 FEET; TH'JNCE
64707.29"W FOR 114.15 FEET; THENCE N1770'S8'W FOR 60.DD FEET; THENCE
57T35'36.14 FOR E.61 .F057: N12619'53Yr' FOR E1.30 FEET; .THENCE
S70'36'43,11/ FOR 149.03 7557; THENCE. N1712'21Y/ FOR 21214 FEET;
Tr1ENCE N54137'39"E FOR 150:14.-T; THENCE 535'54'C3'E FOR 134.35 FEN;
'Tr-ENCE N54.07'39'E FOR 47.4.3 F= 1D 7HE PDIN7 OF B0INNINC. • .
Book23 i8 i/Page785 CFN#20050267972
Exhibit B
Page 3of7
Amended and Restated Partial Mod.incation of Restrictions
Deed Restriction No. 19447-F
MIADOCS 5579952 2
Exhibit B
LspelDeiripDoree of ShginS, Access send Dredging Ants
LEGAL D 1P?5ON FOR PERMANENT E SELO.T• Y.i'
PORTIONS OF WATSON ISLAND, CITY OF. MIAMI, LYING WITHIN SECTION 31,
• TOWNSHiR 53 50UT4, RANGE 42 EAST, MIAMF-DACE =. UNTY, FLORIDA. '
BONS MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE A7 POINT OF TANGENCY STATION 25+5D "ON THE CENTL•RUNE
OF. GENERAL DDUGLAS Mac ATTHUR CAUSEWAY (S.R. A-1-A) SATE PROJECT
SECTION No, (5706-112) 87080-2117 RISK OF WAX MAe A5 RECORDED IN
• PLAT 800K 55 AT PACE 71. OF 'THE PUDUC RECORDS OF MUAII DATE COUNTY,
• FLORIDA; '14:NCE'S5r51'2675 FOR 252,79 FEET T0, A POINT ON THE
WEST .RLY RIGHT OF WAY UNE OF. GENERAL DOUGLIS Mae AT1UR CALSEH'AY;
'MERGE 1421'22'35'V ALONG' SAID WESTERLY RIGHT OF WAY UNE FOR 169.21
FF_T; THENCE 554'0735V •FOR 531.51 FEET TO THE POINT OF BEGINNIIi5 OF
PER. EASEMENT '51'; THENCE N48'29'1114 FOR 137.55 FEET; THE5YE
NS4-07'35"E FOR 30,00 FEET; THENCE N35.54'03"E FOR 134.36 FELT TO THE
POINT OF BEGINNING,
Book23181/Page786 CFN#20050267972
Exhibit B
Page 4 of 7
Amended and Restated Partial Modification of Restrictions
Deed RestictionNo. 19447-F
MIADOCS 5570952 2
i
Exhibit B
L-P-� Ddcrip5ons of Stag i& Ace.:fir and DTsdging Arms
IF.GAL. DFSOtlp oN FOR PEIiIU4ENT E4saeNr b'
PORTIONS OF WATSON ISLAND, CRY OF UL4M, LYING WTTHIN SECTION 31,
'TOWNS.4IP 53 SOUTH, RANGE.42 EAST, MW.T1-BADE COUNTY, FLORIDA-
BEING MORE PARTICULARLY .555501050 AS FOLLOWS:
COMMENCE AT POINT' OF TANCEN5Y'STA710N 25450 ON THE CENTERLINE
' OF GENTAN. DOUGLAS Mac ARTHUR CAUSEWAY (5,P„ A -)-A) STATE PROJECT
SECTION No, (6706-112) 8706D-2117 RIChT OF WAY AUP A5 RECORDED IN
PLAT BOOK 56 AT PAGE 77 OF'THE PUDUC RECORDS OF MIAMI DADE COUNTY,
• FLORIDA; THENCE 556T51'2E14• FOR. 25279 fT.I1 TO A POINT ON THE
• 41cyPc.4LY RIGHT OF WAY UHE OF GENERAL DD'UGLAS Moo ARTHUR
CAUSEWAY: THENCE 6:26'22'361Y RANG SAID WESTERLY RIGHT OF WAY UNE
FM' 114.35 FTO THE POINT OF BEGINNING OF PERMANENT EASEMENT 'O':
THENCE. 554'07'39'W FOR 475.15 SET; THENCE • N_5'52'21'W FOR 54,00 FE5'T•'
THENCE N5507'39'E TOR 464.15 F5CT 7D A POINT ON THE AtOREVJD
WESTERLY RI51iT OF WAY UNE OF GENERAL DOUGLAS Moe ARTHUR CAUSEWAY
THENCE S252Z'35'E ALONG SAID WESTERLY RIGHT OF WAY' UNE FOR 54.75
FEU. TO THE POINT OF BEGINNING: '
Book23181/Page7B7 CFN 20050257972
Exhibit B
Page 5 of7
Amended and Restated Partial Modification of Restrictions
Deed Restriction No. 19447-F
hEADOCS 5570952 2
Li ThitB
L. gliDeaeipfi0Di of S1 gini, ADosss ra D.-z;fgmg Ao u
LEE?L D-ISATPTION Fre TEYPORAP.Y EA:suarr
POR110N5 OF SUSIAOGED LINOS LYING WRLY OF WATSON ISLAND, CRY OF
• • MWJ1, NWAi-54DE COUNTY, FLORIDA. BONG MORE PARTICULARLY O00ORIBED
' A5 FDL'0W5:
• COMMENCE AT POINT OF TANGENCY STATION 25+50 ON THE CENTERLINE
OF GENERAL DOUGLFS Moe ARTHUR CAUSEWAY (SR. A-1-A) SATE PROJECT
SECTION No., (8705-1.12) 87060-2117 RIGHT OF WAY MAP AS RECOP,D0 IN
PLAT BOOK 56 AT PACE 71. OF THE PUBLIC RECORDS OF MIAMI DADE COUNTY,
FLORIDA; THENCE S5570'14'W FOP, 1384.81 FEET TO THE POINT OF BEGINNING
OF TEMPORARY EASEIAENT 0 ; THENCE 549'322'57 8 FOR 101.36 FEET TO A
POINT ON THE EASTERLY LIMITS OF A TURNING BASIN: THENCE N•31'05'50'W
ICON,. SAID EASTER!Y•LIM75 FOR 968.07 FEET TO A POINT ON THE '
CENTERLNE OF, THE INTERCOSTAL WATERWAY; THENCE
NO3'275 • V ALONG SAID CENTERLINE FOR 402.6'3 FEET TO A POINT DN THE _
SOUTHERLY RIGHT OF WAY LINE OF STATE ROAD A-1-A SAID POINT ALSO
BEING ON A CURVE THAT IS CONCAVE TO THE NORTH HAYING A RADIUS OF
10,716.55 Fcu, THENCE EASTERLY ALONG THE ARC OF SW) CURS THROUGH
A CENTRAL ANGLE Oft 1'20'14' FOR AN ARC DISTANCE OF 250.10 FEE TO A
POINT ON THE FAIT RIGHT OF WAY UNE OF SAID R.TERCDASTAL WATERWAY;
THENCE 503'27'54'E ALONG SAID EAST RIGHT OF WAY UNE FOR 65957 MET
TO A POINT ON THE EASTERLY LINE OF AN EASEMENT THAT IS RECORDED IN
•'0FACIAL RECORDS BOOK 3622 AT PACE 751 OF THE PUBLIC RECORDS OF
MLWi-DADS COUNTY, FLORIDA: THENCE S31703'50 7 ALONG SAID EASTERLY UNE
FOR 503.20 FaT 70 THE POINT OF BEGINNING. '
Book23181/Page788 CFN#20050267972
Exhibit B
Page 6 of 7
Amended and Restated Parda1 NodiEcthon of Restictions
Deed Restriction No. 19447-F
MLA,DOCS 5570952 2
BOOK 231S1 PAGE 0729
LAST PAGE
Ezhiblt B
Legal Descriptions of Staging, Across and D-.—_dg A.as
Book23i81/Page789 CFN#20050267972 Page 15 of 15
Exhibit B
Page 7 of 7
Amended and Restated Partial Modincation of Restrictions
Deed Restriction No. 19447-F
tvIIADDCS 5570952 2
Exhibit "C"
FLAGSTONE JUDGMENTS
Beach Tower LLC -- Judgment in amount of $236,203.95
Miller Legg -- Judgment in amount of $3,989.19
Lillian Ser — Judgment entered in favor of Ser in amount of approximately $674,000, plus
interest. Flagstone currently prosecuting independent action against Ser.
Stephen James Assoc -- Judgment in amount of $33,155.82 (settlement stipulation will be
signed shortly by Flagstone)
Americas Media Group Worldwide -- Judgment in amount of $33.6,924.91 (settlement
stipulation will be signed shortly by Flagstone)
Pandisco (New York judg vent) -- Judgment in amount of S131,471.18
Exhibit C
Page 1 of 1
Amended and Restated Partial Modification of Restrictions
Deed Restriction No. 19447-F
M ADOCS 5570952 2
City of Miami
Certified Copy
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamiocv.com
File Number: 11-00767
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO EXECUTE THE AMENDED AND
RESTATED PARTIAL MODIFICATION OF RESTRICTIONS TO DEED NO.
19447-F, IN SUBSTANTIALLY THE ATTACHED FORM (THE "AMENDED AND
RESTATED STATE PARTIAL WAIVER") WITH THE BOARD OF TRUSTEES OF
THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATEOF FLORIDA
(THE "BOARD OF TRUSTEES") AND FLAGSTONE ISLAND GARDENS, LLC
("FLAGSTONE."), WITH (1) ANY FUTURE CONTEMPLATED MATERIAL
MODIFICATIONS TO THE REFERENCED AMENDED AND RESTATED
GROUND LEASE(S) AND/OR AMENDED AND RESTATED AGREEMENT TO
ENTER INTO GROUND LEASE(S) SUBJECT TO PRIOR DISCUSSION AND
REVIEW WITH THE DIVISION OF STATE LANDS, STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION, AND (2) ANY FUTURE
MATERIAL AMENDMENTS TO THE AMENDED AND RESTATED GROUND
LEASE(S) AND/OR AMENDED AND RESTATED AGREEMENT TO ENTER INTO
GROUND LEASE(S) SUBJECT TO PRIOR APPROVAL BY THE BOARD OF
TRUSTEES. ,
Enactment Number: R-11-0337
WHEREAS, the City of Miami ("City") is the owner of certain real property located on Watson
Island at approximately 1050 MacArthur Causeway, Miami, Florida (the "Property"); and
WHEREAS, pursuant to the processes for the City's Mega Yacht Marina and Mixed Use Waterfront
Development Request for Proposal and all addenda thereto (collectively, the "RFP"), for development
on the Property of a mega -yacht marina with its ancillary facilities, retail, parking, hotels and all other
related facilities (the "Project") Flagstone Properties, LLC submitted a proposal and was selected as
the most qualified responsive and responsible bidder; and
WHEREAS, the City Commission pursuant to Resolution No. 01-972, adopted September 17,
2001, and Resolution No. 01-1028, adopted September 25, 2001, polled the electors of the City of
Miami regarding leasing the Property to Flagstone Properties, LLC for the Project and pursuant to
Referendum on November 6, 2001 (the "Referendum") the voters returned an affirmative vote; and
WHEREAS, Flagstone Properties LLC subsequently merged with Flagstone Island Gardens, LLC
(collectively, "Flagstone"), and pursuant to City Commission Resolution No. 02-1304, adopted
December 12, 2002, entered into an Agreement to Enter Into Ground Lease, with the City, dated
January 1, 2003 with exhibits and attachments thereto (the "Agreement to Enter") including the form of
proposed Ground Lease (the "Ground Lease"); and
WHEREAS, the Agreement to Enter has certain required conditions precedent that must be met for
the future execution of a long-term Ground Lease with Flagstone; and
WHEREAS, the City and Flagstone agreed upon and entered into that certain First Amendment to
the Agreement to Enter Into Ground Lease and Amendment to Form of Ground Lease dated
City of Miami Page 1 of ( • R-11-0337
File Number: 11-00767
Enactment Number: R-11-0337
December 12, 2004 (the "First Amendment To Agreement To Enter"); and
WHEREAS, the City and Flagstone agreed upon and entered into that certain Second Amendment
to Enter Into Ground Lease dated December 8, 2006 (the "Second Amendment to Agreement to
Enter"); and
WHEREAS, Flagstone experienced delays in obtaining financing due to the downturn in the real
estate market requiring adjustments to the Lease Deadline referred to in Section 6.2.1 of the
Agreement to Enter and to the Outside Date referred to in Section 6.2.3 of the Agreement to Enter to
February 1, 2010; and
WHEREAS, Flagstone and the City agreed upon and entered into a Third Amendment to the
Agreement to Enter Into Ground Lease and Amendment to Form of Ground Lease dated July 30, 2008
(the "Third Amendment to Agreement to Enter"); and
WHEREAS, the RFP contemplates that the Project may be developed by one developer on a
component by component basis; and
WHEREAS, Flagstone has requested additional modifications to the Agreement to Enter and to the
Ground Lease to allow them sufficient time to secure financing and begin and complete construction
on the Project; and
WHEREAS, in connection with the cooperation provisions of the Agreement to Enter, Flagstone
has agreed to allow the City to use the Property, without prior notice to Flagstone, for the City's and
other user's benefit, as the City may deem appropriate, prior to the City's issuance of Flagstone's
building permit, or September 1, 2013, whichever comes earlier; and
WHEREAS, the parties have negotiated and desire to enter into the terms and conditions of Exhibit
A ("Exhibit A"), the Amended and Restated Agreement to Enter into Ground Lease ("Amended and
Restated Agreement to Enter") and the Amended and Restated Ground Lease(s) ("Amended and
Restated Ground Lease(s)"), each of which was authorized by the City Commission, subject to
subsequent State of Florida required approval, on September 23.2010 pursuant to Resolution No. R-
10-0402 (the "Authorizing Resolution"), each of which was attached to the Authorizing Resolution and
incorporated thereby, providing for, inter alia, (1) Flagstone's option to develop the Project in its
entirety all at once, or on a component by component basis as described in Exhibit A attached to the
Authorizing Resolution; (2) extending the possession date from February 1, 2010 to September 1,
2013, or sooner, at Flagstone's option; .(3) establishing an annual payment schedule based upon all
components commencing with three hundred thousand dollars ($300,000) and increasing to two million
dollars ($2,000,000) by year 2018, subject to certain credits and certain conditions related to
development on a component by component basis, as described in Exhibit A to the Authorizing
Resolution; (4) extending certain milestone dates in the timelines for construction commencement,
completion, and other development matters as set forth in Exhibit A to the Authorizing Resolution; and
(5) providing for security deposit(s); and
WHEREAS, the proposed changes in the Amended and Restated Ground Lease(s) required
approval by the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida
("Board of Trustees") as required by the Partial Modification of Restrictions for the Property, filed for
record March 18, 2005 in Deed Book 23181, Page 775 of the Public Records of Miami -Dade County,
Florida (the "Partial Modification of Restrictions") which modifies the restrictions set forth within Deed
No. 19447 from the Board of Trustees in favor of the City filed for record April 11,.1949 in Deed Book
3130, Page 257 of the Public Records of Dade County, Florida; and
City of Miami Page 2 of 4 R-11-0337
File Number: 11-00 76 7
Enactment Number: R-11-0337
WHEREAS, the Board of Trustees at its August 16, 2011 meeting authorized the execution and
delivery of a new Amended and Restated Partial Modification of Restrictions to Deed No. 19447-F with
the City and Flagstone (the "Amended and Restated State Partial Waiver") incorporating the new
terms and conditions of Exhibit A, the Amended and Restate Agreement to Enter, and the Amended
and Restated Ground Lease(s), and required that: (1) in the event that Flagstone and the City
contemplate in the future any material modifications to the Amended and Restated Ground Lease(s)
and/or the Amended and Restated Agreement to Enter, Flagstone and the City must discuss such
proposed modifications with the Division of State Lands, State of Florida Department of Environmental
Protection, and (2) any future material amendments to the Amended and Restated Ground Lease(s)
and/or the Amended and Restated Agreement to Enter must first receive prior approval by the Board
of Trustees at a regularly scheduled meeting; and
WHEREAS, the Authorizing Resolution and Exhibit A thereto also required upon approval by the
Board of Trustees of the Amended and Restated State Partial Waiver, that (1) the City Manager return
to the City Commission for approval of the Amended and Restated State Partial Waiver, and (2)
Flagstone provide a $300,000.00 certified check to the City for time extension Consideration for Use
payments, now for the time period from October 1, 2010 through September 30, 2011 as a required
condition precedent to approval of the Amended and Restated State Partial Waiver, which certified
check has been provided to the City prior to consideration of this Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The recitals and findings contained in the Preamble. to this Resolution are adopted by
reference and incorporated as if fully set forth in this Section.
Section 2. The City Manager is authorized{1} to execute the Amended and Restated Partial
Modification of Restrictions to.Deed No. 19447-F, in substantially the attached form, with the Board of
Trustees of the Internal Improvement Trust Fund of the State of Florida (the "Board of Trustees") and
Flagstone Island Gardens, LLC ("Flagstone"), with (1) any future contemplated material modifications
to the referenced Amended and Restated Ground Lease(s) and/or the Amended and Restated
Agreement to Enter Into Ground Lease(s) subject to prior discussion and review with the Division of
State Lands, State of Florida Department of Environmental Protection, and (2) any future material
amendments to the Amended and Restated Ground Lease(s) and/or Amended and Restated
Agreement to Enter Into Ground Lease(s) subject to prior approval of the Board of Trustees.
Section 3. This Resolution shall become effective immediately upon its adoption and signature of
the Mayor.{2}
Date: SEPTEMBER 15, 2011
Mover: COMMISSIONER SUAREZ
Seconder: COMMISSIONER SARNOFF
Vote: AYES: 4 - COMMISSIONER(S) GORT, SARNOFF, CAROLLO AND SUAREZ
NOES: 1 - COMMISSIONER(S) SPENCE-JONES
Action: ADOPTED
City of Miami
Page 3of4
R-11-0337
File Number: 11-00767 Enactment Number: R-1I-0337
Date:
Action:
SEPTEMBER 15, 2011
SIGNED BY THE MAYOR
I, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do
hereby certify that this constitutes a true and correct copy of Resolution No. R-11-0337, with •
attachments, passed by the City Commission on 9/15/2011.
September 15, 2011
Deputy Clerk (for P. A. Thompson, Ciiy-Clerk) Date Certified
{1} The herein authorization is further subject to compliance with all requirements that may be imposed
by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code
provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 4 of 4 .R-11-0337
B0SK
I_ A S T
City of Miami
Master Report
Enactment Number: R-11-0337
21 32V
PAGE
PAGE ..369 Ei
City Hall
3500 Pan American Drive
Miami, FL 33133
avv:.miamioov.com
File Number: 11-00767
Version: 1
File Type: Resolution
Reference:
File Name: Auth Amend & Restated Partial Ivlodification - Flagstone
Requester: Deparonent of Public Facilities Cost:
Status: Passed
Controlling Body:
Introduced:
Final Action:
Office of the City
Clerk
8/16/2011
9/15/2011
Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACmvIENT(S), AUTHORIZING
THE CITY MANAGER TO EXECUTE TIE AA/E_NTDED AND RESTATED PARTIAL
MODIFICATION OF RESTRICTIONS TO DEED NO. 19447-F, IN SUBSTANTIALLY THE
ATTACHED FORM (TEE "AMENDED AND RESTATED STATE PARTIAL WAIVER") WITH TEE
BOARD OF TRUSTEES OF THE INTERNAL LMPROVEIv3NT TRUST FUND OF TIC STATE OF
FLORIDA. (TEE "BOARD OF TRUSTEES") AND FLAGSTONE ISLAND GARDENS, LLC
("FLAGSTONE"), WITH (1) ANY FUTURE CONTEMPLATED IvMATERLAL MODIFICATIONS TO
INE REFERENCED AMENDED AND RESTATED GROUND LEASE(S) AND/OR AMENDED ANT
RESTATED AGREEN%NT TO ENTER INTO GROUND LEASE(S) SUBJECT TO PRIOR
DISCUSSION AND REVIEW WITH THE DIVISION OF STATE LANDS, STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION, AND (2) ANY FUTURE MATERIAL
AMENDMENTS TO THE AMENDED AND RESTATED GROUND LEASE(S) AND/ORA.1v8NDED
AND RESTATED AGREEMENT TO ENTER LNTO GROUND LEASE(S) SUBJECT TO PRIOR
APPROVAL BY TEE BOARD OF TRUSTEES.
Sponsors:
Notes:
Indexes:
Attachments: 11-00767 Summary Formpd=11-00767 Pre-Leeislation.pdf,11-00767 Legislation-pdf,11-00767 Exhibit
1.pdf,
History of Legislative File
Version: Acting Body:
Date: Action:
Sent To: Due Date: Return Date: Result
Office of the City 8/30/2011 Reviewed and
Attorney ' Approved
City Commission 9/15/2011 ADOPTED
City Commission 9/15/2011 ADOPTED
Office of the Mayor 9/15/2011 Signed by the Mayor Office of the City
Cierk
Office of the City Cierk
9/15/2011 Signed and Attested
by City Cierk STD{ATE OF RDEOJA. COUNTY OF L DE
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HARVEY R N; C OaLits
by D.C.
Ciiy of Miami Page ! t.
Pass
Pass
Printed on 9/15/2011